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Confidential Treatment Request by Allied Waste Industries, Inc.

This
letter omits confidential information included in the unredacted
version of the letter that was delivered to the Division of
Corporation Finance and the asterisks denote such omissions.

CONFIDENTIAL
PURSUANT TO

17 C.F.R. § 200.83

November 8, 2005

Mr. Rufus Decker

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: File No. 1-14705

Dear Mr. Decker:

On behalf
of Allied Waste Industries, Inc. (“we” or the “Company”), I am writing to respond to comments of
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) made in your
letter dated October 26, 2005 (the “Comment Letter”),
relating to our annual report on
Form 10-K for the year ended December 31, 2004 and our quarterly reports on Form 10-Q for the
fiscal quarters ended March 31, 2005 and June 30, 2005. Each of the responses below corresponds to
the comment number used in the Comment Letter.

This response is being submitted to you in electronic form pursuant to Rule 101(a)(3) of Regulation
S-T as well as via hand delivery. We acknowledge that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

    staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Form 10-K for the Fiscal Year Ended December 31, 2004

Comment applicable to your overall filing

    1.

    Where a comment below requests additional disclosures or other revisions to be made,
please show us in your supplemental response what the revisions will look like. With the
exception of the comments below that specifically request an amendment, all other
revisions should be included in your future filings beginning with your Form 10-Q for the
quarter ended September 30, 2005, if practical.

Page 1

Disclosure revisions are included in our supplemental response and have been incorporated
in our Form 10-Q for the quarter ended September 30, 2005, which was filed on November 8,
2005, except as otherwise noted in our response. Similar changes will be
incorporated in our Form 10-K for the year ended December 31, 2005.

Item 3. Legal Proceedings, page 12

    2.

    Your disclosure states that in 2001 your expansion permit related to the vertical
elevation expansion permit at one of your landfills in Texas was granted. Your disclosure
further states that in November 2003 a judgment issued by a state trial court in Texas
effectively revoked the expansion permit that was granted by TCEQ in 2001, which you
subsequently appealed. Please update your disclosure to discuss the status of this case
and when you expect to receive a response related to your appeal. Please also clarify
your disclosure here and in your notes to your financial statements to include whether or
not you have attempted to obtain bonding enabling you to operate the landfill as usual
during the appeal. In addition, please tell us how you determined the landfill referred
to above has not been impaired. Please expand your disclosure to discuss the geographic
location and size of this landfill site.

    See Appendix A for the updated disclosure we included in our Form 10-Q for the quarter
ended September 30, 2005.

    The landfill at issue is located in Donna, Texas. The footprint of the landfill is located
on 112.3 acres out of a total of 130.7 acres consisting of the permit boundary. As of
September 30, 2005, the estimated remaining capacity of the landfill is 4 million tons.
Our appeal in the civil litigation to the Texas Court of Appeals is fully briefed and oral
argument took place in March 2005. It is not known when the Court of Appeals will decide
the case.

    The Court of Appeals stayed the trial court’s order requiring a bond and has not
subsequently lifted the stay order. Therefore, we have been able to operate the landfill
during the appeal without a bond, and the landfill continues to operate at normal levels.
On October 28, 2005, the Texas Supreme Court denied review of the neighboring parties
appeal of the administrative expansion permit thereby confirming that the TCEQ properly
granted our expansion permit.

    Based on the above, and after consultation with counsel, we do not believe it is probable
the landfill will be forced to close before the end of its estimated
useful life.

Page 2

As such, at this time we
believe the carrying amount is recoverable. Consequently, we determined the landfill is
not impaired as of December 31, 2004 or September 30, 2005.

Statements of Cash Flows, page 73

    3.

    You have presented cash provided by discontinued operations in your statements of
cash flows. It is not clear whether the amount represents exclusively cash flow from
discontinued operating activities or also includes financing and investing cash flows from
discontinued operations. If this line item does include activity related to operating,
investing, and financing, if material, please amend your filing to present this
information separately below this caption. Alternatively, cash flows from operating,
investing, and financing from discontinued operations may be presented separately below
each caption which presents cash flows in each of these categories from continuing
operations. Please provide us similar information related to your BFI statement of cash
flows. Refer to footnote 10 of SFAS 95.

    As noted, we have disclosed cash provided by discontinued operations in each of our
statements of cash flows. For each of the three years ended December 31, 2004, 2003 and
2002, the amounts were $0.4 million, $15.5 million and $52.2 million, or 0.1%, 2.0% and
5.3% of cash provided by operating activities from continuing operations. The majority of
these amounts relate to discontinued operating activities. No amounts relate to financing
activities. Investing activities related to discontinued operations for each of the three
years ended December 31, 2004, 2003 and 2002 were $0.0 million, $7.7 million and $4.3
million (in all cases these were net uses of cash), or 0.0%, 3.0% and 0.8% of total
investing activities. By far the largest item in investing activities was capital
expenditures made by the discontinued operations prior to their sale. In all periods
presented, these amounts represent 1.7% or less of total capital expenditures.

    For the nine months ended September 30, 2005, cash provided by discontinued operations only
related to operating activities.

    The BFI statement of cash flows also discloses the cash provided by (used for) discontinued
operations. As with the Company as a whole, the majority of the amounts relate to operating activities. No amounts relate to

Page 3

financing activities. Investing activities related to discontinued operations were
primarily capital expenditures, which accounted for 4.1% or less of the total BFI capital
expenditures in all periods.

In light of the above, we do not believe separate captions would provide investors
additional disclosure of material information. Should we have a material amount of either investing activity or financing
activity related to discontinued operations in future periods, we will disclose those
amounts separately and reclassify prior periods, if necessary.

Notes to Financial Statements

1.  Organization and Summary of Significant Accounting Policies, page 74

    4.

    You disclosed on page 35 of your Form 10-Q for the fiscal quarter ended June 30, 2005
that your cost of goods sold include rebates paid to suppliers associated with recycling
commodities. Please tell us the amount and how you determined rebates paid to your
suppliers should be presented in cost of goods sold, rather than as a reduction of
revenues. Please tell us how this type of arrangement meets the requirements in EITF
01-9. Please also discuss in MD&A any significant estimates resulting from these
arrangements.

    Typically, we purchase recyclable materials from various
sources (ranging from individual
suppliers to major commercial/industrial accounts) at acquisition
costs based upon market rates or negotiated contractual rates. Upon
receipt, we sort and bale these
materials prior to marketing and selling them to mills for further processing.

    As noted, cost of goods sold, a portion of cost of operations, includes payments we
have described as “rebates paid to suppliers associated with recycling commodities.” These
“rebates” are the amounts paid to suppliers for recyclable materials they are
providing us. The amount of our payment to them may be contingent on commodity markets or
other factors at the time of purchase, but the payment represents our consideration for the materials they have
provided. The scope of EITF 01-9 “includes vendor consideration to any purchasers of the
vendor’s products at any point along the distribution chain, regardless of whether the
purchaser receiving the consideration is a direct customer of the vendor.”

    However, in this case, the payments are being made not to a customer receiving our product
in the distribution chain, but to a supplier who is providing us with waste plastic, paper
and aluminum that we sort, bale and sell to mills.
Consequently, we do not believe EITF 01-9 applies.

Page 4

Instead, we believe our payments to vendors are properly presented as a cost of operations.

We have also assessed the accounting treatment of these payments under EITF 99-19,
“Reporting Revenue Gross as a Principal or Net as an Agent,” which notes that gross or net
revenue reporting “is a matter of judgment that depends on the relevant facts and
circumstances.” We believe gross revenue reporting is the appropriate treatment, based on
the following criteria outlined in EITF
99-19:

    •

    the company is the primary obligor in the arrangement — we are responsible for
filling the orders of recyclable materials to our customers and we assume all
credit risk regardless of whether we collect from our customers;

    •

    the company has general inventory risk — we take title to materials purchased
from our suppliers;

    •

    there are no refund provisions;

    •

    the company has latitude in establishing price — we charge customers based on a
specified rate per ton, which may be a function of volume, condition and other
market factors, but is not contingent on the material rate paid to our suppliers;

    •

    the company changes the product or performs part of the
service — we sort and
bale products prior to selling them to our customers (materials acquired from
multiple suppliers are co-mingled when bailed);

    •

    the company has discretion in supplier selection — we can choose the suppliers
from whom we purchase recyclable materials;

    •

    the company is involved in the determination of product or service
specification — we determine the type of recyclable products we buy and offer to
our customer base and are responsible for product quality and order fulfillment;

    •

    the company has physical loss inventory risk — we assume full risk of physical
inventory loss from the suppliers’ facilities to customers’ sites; and

    •

    the company has credit risk — we are responsible for payments on recyclable
materials to our suppliers regardless of whether we can subsequently collect from
our customers.

The payments captioned “rebates paid to suppliers associated with recycling commodities”
for each of the three years ended December 31, 2004, 2003 and 2002, were $42.6 million,
$32.8 million and $31.2 million, or 1.3%, 1.0% and 1.0% of cost of operations.

As is evident from the description above, the expense amounts reflected are based on actual
prices paid for material purchased. As such, there are no significant estimates used in
recording the amounts.

Page 5

In order to more clearly characterize the payments, we have changed our description of
“rebates” to “materials costs”, beginning with our Form 10-Q for the quarter ended
September 30, 2005.

7. Landfill Accounting, page 99

Environmental Costs, page 104

    5.

    Please expand your disclosure to discuss in further detail the nature of the
environmental matters you have recorded liabilities for and for those you have concluded
it is reasonably possible that the outcome of the matter could result in approximately
$20.0 [sic] million of additional liability. Please also disclose any significant changes
to any assumptions you may have made in assessing the liability as of the end of each
period presented.

    We expanded our disclosure in note 7 of our Form 10-Q for the quarter ended September 30,
2005 and will expand our disclosure in our Form 10-K for the year ended December 31, 2005
to provide further detail regarding the nature of environmental matters for which we have
recorded liabilities. See Appendix B for the updated disclosure we included in our Form
10-Q.

    Liabilities are recorded for environmental remediation and corrective actions at sites that
we own, operate or with which we were potentially involved (for example, we may have
transported waste to a Superfund site). These liabilities primarily include costs
associated with remediating groundwater, surface water and soil contamination as well as
controlling and containing methane gas migration.

    The recorded liabilities represent our estimate of the most likely outcome of the matters
for which we have determined liability is probable. However, the estimation process
requires assumptions about future events due to a number of uncertainties, including the
extent of contamination, the financial viability of other potentially responsible parties
and the final apportionment of responsibility among the potentially responsible parties.

    Because of these uncertainties, we estimate a range of exposure for certain matters and, as
discussed above, our estimate of the most likely outcome is used to record environmental
liabilities. We disclose it is reasonably possible that the result of all environmental
matters having a significant range of outcomes (excluding closure and post-closure, as
noted in the disclosure) could result in approximately $20 million of additional liability,
which represents the difference between the amount recorded as most likely and the high end
of the reasonably possible range for these matters.

Page 6

There have been no significant changes to material assumptions underlying our calculations
of liability.

Form 10-Q for the Quarterly Period Ended June 30, 2005

Notes to Financial Statements

    6.

    Please expand your disclosure to include the terms and conditions related to your
Series D senior mandatory convertible preferred stock you issued during the fiscal quarter
ended March 31, 2005.

    We expanded our disclosure in the Form 10-Q for the quarter ended September 30, 2005 and
will expand our disclosure in the Form 10-K for the year ended December 31, 2005. See
Appendix C for the updated disclosure we included in our Form 10-Q.

10. Commitments and Contingencies, page 19

Litigation, page 19

    7.

    On pages 38 and 118 of your Form 10-K for the fiscal year ended December 31, 2004 you
disclosed that three putative class action lawsuits were filed against you and four of
your current and former officers in the U.S. District Court for the District of Arizona.
Please revise your disclosure to include an update regarding these claims, including your
conclusion and the related assumptions used to determine your conclusion based on the
guidance in paragraphs 3 and 8-10 of SFAS 5 relating to this matter. Please ensure you
include in your disclosure whether you have accrued any amounts